Board committees

The board of directors has delegated speciﬁc responsibilities to ﬁve board committees. The Committees are all chaired by independent non-executive directors. Each committee has a charter and terms of reference and the directors conﬁrm that the committees have functioned in accordance with these written terms of reference during the ﬁnancial year.

Approving the internal audit plan and reviewing the activities and findings of the department.

Evaluating the performance of the internal audit function.

Reviewing the audit plan of the external auditors, providing guidance on non-audit services.

Assessing the independence and objectivity of the external auditors.

Considering significant differences of opinion between management and internal or external auditors.

Reviewing the adequacy of internal controls and internal financial controls.

Ensuring regulatory compliance.

Overseeing the integrated annual reporting process

Reviewing the financial reporting system, evaluating and approving accounting policies and the financial information issued to stakeholders in terms of IFRS.

Reviewing disclosure on sustainability to ensure it is reliable and does not conflict with the financial information.

Reviewing the expertise, resources and experience of the company’s financial function and financial director.

Assessing the effectiveness of internal financial controls based on assurance gained from management and written assessment from Internal Audit.

Monitoring the ethical conduct of the company, its directors and senior officials.

Chair – Duncan Wescott

The committee consists of three independent non-executive directors. The directors are financially literate and suitably qualified to perform their role. The remaining non-executive directors attend by invitation.

Annually reviewing the risk management policy and plan and recommending these for approval to the board.

Making recommendations on risk tolerance and appetite.

Annually reviewing the risk register of strategic and key operational risks. Monitoring implementation of the risk management policy and plan.

Assessing the effectiveness of the system and process of risk management based on assurance gained from management and written assessment from Internal Audit on the effectiveness of internal controls and risk management.

Reviewing and advising on the adequacy of insurance cover for recommendation to the board

Overseeing IT governance and the function of the IT Steering Committee by:

Ensuring that an IT charter and policies are established and implemented;

Ensuring that an IT internal control framework is adopted and implemented;

Receiving independent assurance on the effectiveness of the IT internal controls.

Chair – Duncan Wescott

The committee consists of five independent non-executive directors and two executive directors.

Meetings are also attended by the company secretary, internal audit executive, the chief risk officer and the information technology director/executive.

Monitoring the group’s activities relating to social and economic development, good corporate citizenship, community upliftment, the environment, health and public safety, consumer relationships, labour and employment.

Maintaining a transformation strategy and approving the transformation programme.

Setting and monitoring of progress against transformation targets, including the annual evaluation of performance against the DTI scorecard.

Reviewing of reports from verification agencies.

Transformation-related legislative compliance.

Chair – Fatima Abrahams

The committee consists of three independent non-executive directors and one executive director.